Delrina Corporation - MRRS Decision

MRRS Decision

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - Reporting issuer deemed to have ceasedto be a reporting issuer - only one security holder remaining.

Subsection 1(6) of the OBCA - Issuer deemedto have ceased to be offering its securities to the public underthe Business Corporations Act (Ontario).

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am.,ss. 1(1), 6(3) and 83.

Business Corporations Act, R.S.O. 1990, c. B.16,as am., s. 1(6).

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

ONTARIO AND QUEBEC

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

DELRINA CORPORATION

 

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the Decision Maker) in each of Ontarioand Quebec (the Jurisdictions) has received an application fromDelrina Corporation (the Issuer), a wholly-owned subsidiaryof Symantec Corporation (Symantec), for:

(i) a decision under the securities legislationof the Jurisdictions (the Legislation) that the Issuer bedeemed to have ceased to be a reporting issuer under theLegislation;

(ii) in Ontario only, an order under theBusiness Corporations Act (Ontario) (the OBCA) thatthe Issuer be deemed to have ceased to be offering its securitiesto the public;

AND WHEREAS, unless other defined, theterms herein have the meaning set out in National Instrument14-101 - Definitions or in Quebec Commission Notice 14-101;

AND WHEREAS under the Mutual RelianceReview System for Exemptive Relief Applications (the System),the Ontario Securities Commission is the principal regulatorfor this application;

AND WHEREAS Symantec and the Issuer haverepresented to the Decision Makers that:

1. The Issuer is a corporation governed bythe Business Corporations Act (Ontario) (the OBCA)with its registered office located at 895 Don Mills Road 700-2Morneau Sobeco Centre Toronto, Ontario, M3C 1W3;

2. The Issuer is a reporting issuer in Ontario,British Columbia and Quebec and is not on the list of reportingissuers that are noted in default;

3. The exchangeable shares of the Issuer werelisted on the Toronto Stock Exchange (the TSX). However, theexchangeable shares of the Issuer were de-listed from theTSX effective as of the close of business on November 22,2002, following the exercise of a redemption call right bySymantec.

4. Symantec is a company incorporated underthe laws of the State of Delaware, is subject to the reportingrequirements of the United States Securities Exchange Actof 1934 and is not a reporting issuer under the Legislationof any the Jurisdictions;

5. Symantec's head office is located at Cupertino,California, U.S.A. Symantec's common shares are quoted onthe National Association of Securities Dealers' AutomatedQuotation System (NASDAQ) and trade under the symbol "SYMC";

6. On November 22, 1995, Symantec and theIssuer entered into an acquisition agreement pursuant to whichthe Issuer was acquired by Symantec by way of an arrangementunder section 182 of the OBCA (the Arrangement);

7. Pursuant to the Arrangement, each holderof the common shares of the Issuer exchanged the common sharesof the Issuer for newly created exchangeable shares of theIssuer and the Issuer issued one class A preferred share toSymantec which was exchanged by it for one common share ofthe Issuer;

8. As a result of the Arrangement, Symantechas owned the only outstanding common share of the Issuersince 1995;

9. The above-noted Arrangement contemplatedthat the exchangeable shares would have a term of seven yearsstarting from November 22, 1995, following which they wouldbe either redeemed by the Issuer or purchased by Symantecthrough a redemption call right relating to the exchangeableshares of the Issuer. The exchangeable shares were intendedto represent the economic value of a common share of Symantec,and were exchangeable at the option of the holder into a commonshare of Symantec;

10. On July 19, 2002, Symantec and the Issuerannounced that Symantec had delivered a notice of its intentto purchase all of the outstanding exchangeable shares ofthe Issuer on November 22, 2002, pursuant to the exerciseof Symantec's redemption call right relating to the exchangeableshares of the Issuer;

11. On November 22, 2002, Symantec completedthe exercise of its redemption call right contained in theArrangement, pursuant to which it purchased all of the outstandingexchangeable shares as of that date in exchange for the equivalentnumber of Symantec common shares. Since that date, Symantechas been the registered holder of all of the outstanding sharesof all classes of the Issuer;

12. All the issued and outstanding securitiesof the Issuer are owned by Symantec.

13. The Issuer is not in default of any requirementsof the Legislation.

14. No securities of the Issuer are listedor quoted on any market or exchange.

15. The Issuer does not intend to seek publicfinancing by way of an offering of its securities.

AND WHEREAS under the System, this MRRSDecision Document evidences the decision of each Decision Maker(collectively, the Decision);

AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker with the jurisdiction to make theDecision has been met;

THE DECISION of the Decision Makers underthe Legislation is that the Issuer is deemed to have ceasedto be a reporting issuer under the Legislation;

March 4, 2003.

"John Hughes"

AND IT IS HEREBY ORDERED by the OntarioSecurities Commission under subsection 1(6) of the OBCA thatthe Issuer is deemed to have ceased to be offering its securitiesto the public for the purposes of the OBCA.

March 4, 2003.

"Robert W. Korthals"                    "RobertL. Shirriff"